Modern Fairy Tale
by John Riehle
Summary: In the future, Lady Gwendolyn and Kevin 11,000 discover that one cannot escape ones nature.
1. The Black Knight

Author's Note: Hey everyone! Well, I won't go so far as to say I'm back, but I'm trying to get back into the habbit of writting again. I can't promise any sort of regular frequency when it comes to update, so far now I'm afraid you'll just to have to take my word when I say I will be working whenever occassion permits me to update this story as well as several others I've currently left hanging.

Hope you enjoy!

Gwendolyn sat in the middle of Tennyson Park, the sun shinning high, the birds chirping, and the sound of water running through the unnecessarily oversized fountain in the distance. Around her, the rustle of leaves could be heard as a gentle breeze pushed at the trees, while all around, children laughed and chased after their ball and one another, their pet Tutt yipping as it went along with them. It was perfect. She could spend all day like this.

If only.

When her schedule permitted her a visit to Earth, it was seldom leisurely, and often quite brief. She had spent the better part of the last six weeks tracking down several Null Void prisoners that had escaped. No one big named. The newest Negative 10, composed mostly Plumber rejects, bounty hunters, and lead by Albedo, had found a way out of the Null Void, and then run off into the galaxy, desperate to acquire any piece of tech that would help build Omnitrixs for every one of them. Fortunately, Albedo had abandoned the group at his earliest opportunity, which had left the lot of them disorganized and that much easier to find.

She had only returned to Earth for a quick visit to see her cousin Ben, her adopted nephew and Godson Kenny, and the newest addition to the family Devlin, who despite his upbringing and family heritage, she was told, had been settling in to the business of defending the planet very nicely.

_'Thank the star clusters that apple fell as far from the tree as it did.'_

The thought disquieted Gwendolyn from her meditation and she promptly cast it out. Tranquility. Serenity. Those were the ultimate goals of such meditation. To most effectively channel her powers required focus, precision, and perhaps most surprisingly of all, calm. To that end, such meditation was practically required.

Plus, it was a great way to reduce stress. In her much, much younger years, Gwendolyn Tennyson had not been one to slow down for anything. Always focusing her energies on one pursuit or another, be it her studies or saving the planet. Fortunately, age had taught her the value of focusing on the moment and appreciating the calm before another inevitable storm arose.

The chime of her Plumber Badge to the side was not unnoticed as she willed the small, cylindrical device to her, activating it with only a thought. "Gwendolyn."

"Hey cuz." The voice on the other end threatened to bring a mildly annoyed smile to Gwendolyn's face. "Calling to make sure you got into town alright. And that you're not gonna be late again."

"A sorceress is never late Benjamin Tennyson. Nor is she early."

"Yeah, yeah. She just always arrives five to ten minutes after the planned time."

"Not all of us have a dozen super fast aliens they can change into. Face it, if you had unlocked Master Control as a child, you probably would have never even learned how to drive."

"True." At this, Ben admitted "Good thing I'm a sucker for a sports car."

"Touché."

"Besides, I'm not the one who said we had to call to make sure you're gonna be on time."

"Dad!" A second, much younger voice came through the badge.

"Hello Ken Tennyson."

"Hi Aunt Gwendolyn!" Gwendolyn may not have technically been Ken's aunt, but that didn't make her smile any less wide whenever he called her by the title.

"I've missed you so much. You sound like you've gotten a lot bigger since the last time I saw you."

"A little. But guess what?" Ken explained proudly. "I made the team."

"Running back." The proud father interjected. "He hasn't got a chance in any of the games yet, but we're working on it."

"Dad!"

"Don't worry Kenny. Your father actually tried out for the football team when he was a teenager to try and impress girls. Ended up going home from his tryouts with two black eyes."

"Gwen!" Ben growled over his son's amused laughter. "You have a big mouth."

"A sorceress' mouth is never..."

"Forget it. We'll see you at Mt. Rushmore an hour."

"Bye Aunt Gwen!"

"See you later boys." Gwendolyn smiled as she lowered the badge with her mind to the ground. She really hated the idea of leaving this spot. She always felt that of all the awards and recognition that had been showered on her super heroic cousin and their family, that this was the one she was truly grateful for. Tennyson Park was a landmark, and a peaceful one well maintained by the city. She always came here whenever she stopped by on Earth, those these days that was becoming fewer and further in between. While she did keep a place of her own just outside the city, her 'home' these days was where ever the job required her to conjure a makeshift mystical shelter for the night. She'd always told herself that one day she would make the time to settle down and make a home, and possibly even a family, for herself on Earth. If only the various threats to the galaxy would ever be so accommodating.

_'No!'_

Her plain, calm expression tightened, upset, as something disrupted her meditation. Something at the edge of her awareness. Slight, but there, and refusing to be ignored. It was familiar, yet she couldn't put her finger on it.

Gwendolyn's eyes opened as her cape flew up from its resting place beside her, tying itself around her neck as she brought herself up to her feet. She decided to investigate on foot for the moment, lest a flying woman give herself away in the middle of broad daylight. It was probably a moot point to worry about such things but she couldn't be sure it wasn't worth the chance, at least without any evidence of immediate danger.

She ran as fast as her legs would carry her. Past a pair of teenagers on their hover skates going the opposite direction, past an elderly woman walking several house pets from different planets...

There!

The figure caused Gwendolyn's heart to leap. It sat perfectly still, its unmistakable long dark hair and black outfit as clear and apparent to Gwendolyn as if he had been on fire. His posture, his demeanor; even though his head hung, casually staring at nothing, Gwendolyn's experience reading body language told her that he was every bit as aware of her presence as she had been of his.

He was waiting for her.

"Excuse me."

The voice startled Gwendolyn as she turned about to see a pair of young faces looking up at her nervously.

"See, I told you it was her."

"Shhh. You're not supposed to say that." The second chided his friend even as Gwendolyn spun around back to the bench.

He was gone.

"See, you made her nervous!"

"No I didn't."

Gwendolyn interrupted their innocent bickering. "Uhh, did you children see what happened to that man that was sitting over there?" She pointed to the bench.

"What man?"

"Excuse me, but are you Lady Gwendolyn?" The first child asked.

"I don't see nobody." The second ignored his friend.

"I thought I saw someone I know." Gwendolyn frantically searched the area for any sign of him, ignoring the children momentarily.

"See, I told you it wasn't her."

"Yes it is!" The first replied, upset. "I have all her action figures and her trading cards and her poster, and I even saw her give her speech at the White House after the third Vilgaxian invasion."

"No you didn't. You just watched it last week on meTv."

"I still saw it!"

"Children." Gwendolyn silenced their increasingly distracting conversation as she leaned in to get their attention. "I'm very sorry, but I have to find that man. Have either of you seen someone dressed all in black, he's got really long, dark hair."

"You mean that guy behind you?"

The children watched Gwendolyn's eyes go wide, the color fade from her face, as she brought herself upright and turned around.

"Kevin."

"Hello Gwen." Standing there in all his self-imagined glory, tall and powerful, Kevin 11,000 seemed to cast a very dark shadow, a confident grin and piercing glare decorating his (for now) human features as he looked on at Gwendolyn.

"See, I told you it was her." The young girl exclaimed triumphant, having been proven right in front of her friend, completely oblivious to the tension between the two adults in front of her.

"It's good to see you again Gwen." Kevin eyed her, almost hungrily. "It's been a long time."

"It's Gwendolyn now." Her hands lit with magical energy.

"See? See?" The first exclaimed at the sight. "I get your board for a week; that was the bet!"

"Aww, shoot." The second child kicked dirt, the two interrupting Kevin and Gwendolyn's confrontation.

For a very long second, Gwendolyn starred Kevin in the eyes, determined not to let him stand her down. Yet for all her fury, Kevin stood confident, relaxed.

"Now honey, let's not fight in front of the children." Kevin mocked. Then before Gwendolyn could shoot him a dirty look, he looked down on the two children. "Hello there."

"Hi. I'm Sarah." The little girl responded first before indicating to her friend. "That's Grurrrrissts."

"Hi." The alien boy waved.

"I am Kevin. And this is Gwen Tennyson."

Gwendolyn ignored Kevin's deliberate use of her old name as she put on her best brave face for the children. "Hello. It's nice to meet you."

"Wow, cool!" Even Grurrrrissts didn't bother restraining his awe. "A real super hero. So do you really fight crime and outer space monsters and stuff on other planets?"

"Yes she does." Kevin deliberately beat Gwendolyn to the punch line. "Would you like to see her in action?"

At this, Kevin held up his left hand, cupping it as flames appeared in his palm.

"Kevin!"

Kevin never acknowledged her. Instead, he left loose with his fire blast, aimed directly at a nearby tree, setting it ablaze instantly.

"Potera hydro!" Gwendolyn extended her right palm outwards, summoning a blast of water to douse the fire.

"Whoa, cool!" The two kids exclaimed before turning back to their elders. "Do it again!"

"No!" Gwendolyn responded firmly and loudly before pointing. "I want you both to go find your parents."

"But…"

"Now!"

"Ah man."

"I told you Ben was the cooler hero."

Kevin and Gwendolyn paid the bitter young pair no mind. They had attracted quite a bit of attention themselves. Kevin seemed unconcerned altogether by the growing audience of onlookers, while Gwendolyn couldn't help but to feel suddenly trapped by the crowd's gaze.

"Happy now?"

"It is quite unbecoming for a self-titled Lady such as yourself to ask such an insincere question."

"Don't play games with me Kevin." Gwendolyn's hands tensed, ready to ignite with mystical energies.

Kevin said nothing. Neither about the crowd around them, nor about Gwendolyn's battle readiness. Instead, he seemed content to stare directly into her eyes, measuring her, gauging her. "An incredible woman."

Gwendolyn's ears couldn't make out all of Kevin's mumbling. She was sure it wasn't a compliment anyway.

"I have been this close to women before, but each time, I have seen fear in their eyes. Oh, there are those for whom my reputation precedes me, and they usually look on me with awe as well." At this Kevin seemed pleased, as he declared "But not you."

"You don't impress me Kevin." Gwendolyn stared right back at Kevin, meeting his resolve and confidence with her own. "You're a monster. I've seen dozens like you fall. If you wanna fight, then let's take this away from people. If you want me to repeat some pointless threat of death to Ben, just save your breath and I'll make up something. But don't think I'm going to give you the satisfaction of watching me dance for your amusement like some puppet. At the end of the day, you're still just some bully, and that's all you've ever been."

Kevin's eyes glared seemed to refocus, though his features remained otherwise stone like for a second. Then, he smiled. "I admire a brave woman."

With that, he reached out with his arm, grabbing Gwendolyn and pulling her by her arm toward him. For a long moment, the two stood transfixed on the other, their blood boiling at the smell of each others breath, both waiting for the other to blink first.

"But do not make the mistake of believing that you know me so completely, simply because we were acquainted as children."

Gwendolyn didn't give him the satisfaction of a reaction. She simply responded.

"You abandoned your own son, and tried to kill Ben and his son. Or am I mistaken?"

Neither said a word. They stared at each other. The world around them shrank and reduced to a small shell in which only the two of them existed.

"I can hear your heart pounding."

"I can feel your pulse throbbing."

"Would you do it? Would you destroy me here and now before I have even acted? Before I have harmed anyone?"

"You're a little late to play that card, don't you think?"

"I do not feign innocence. Any who would dare shame themselves deserve no such sympathy."

"What do you want Kevin? Am I supposed to be impressed by you? Dazzled by your power?"

Kevin stared at her a longer moment before answering. "Perhaps, I am to be dazzled by yours."

Gwendolyn never quite the meaning behind his odd statement, though the tone of sincerity behind it caught her off guard.

An explosion off in the distance brought the two of them back to the ground they stood on. Looking off, Gwendolyn saw smoke rising into the air less than a mile off in the distance.

"What have you done?" Gwendolyn's eye glowed with power, her energies radiating from her hands and outward, forcing Kevin to release his hold on her.

"Nothing."

"Don't you dare lie to me!"

"I would not." Kevin proclaimed with a forceful calm. "If you wish to fight, so be it, but I am not responsible for this."

Gwendolyn glared at him. Once again, she found his tone to be sincere. This unnerved her.

"You can run if you want Kevin, but when this is over I will find you again." With that, Gwendolyn flew off into the distance of the disturbance.

Kevin stood perfectly still. His eyes were far better than that of a humans, and so he was able to keep a perfect view of Gwendolyn's form, her figure. As he continued to simply look at her, he had to laugh at her last warning to him.

He had no intention of going anywhere.


	2. The Noble Lady

Author's Note: Hey everyone! I know these chapters aren't terribly long. I hope to at least make up for that with content, and failing that possibly the frequency of updates. Either way, I hope you enjoy and invite everyone to review as to what they think of the story. Plus, and I'm the only author I know of to admit this, I get a tingle of satisfaction and self-validation every time I recieve a review. I'm not necessarily proud of it, but I'm forced to admit that I don't write these fanfics for the money.

Hope you enjoy!

The downtown area had become a battlefield. People out on their lunch break had found themselves at ground zero as explosions continued to rip the tranquil scenery. People from all walks of life began fleeing in every conceivable direction as long as it was away.

"Tennyson." The heavy voice cried out at the center. The heavyset, armored human/rhino hybrid built like a tank stood amidst the destruction he had wrought, his upgraded sub-dermal plating and weaponry all aching for some serious action. "Come out here Tennyson. You owe me a rematch."

The only response he received was a pair of Special Forces Response Unit cars.

'Not even Plumbers. I gotta make myself clear here.'

Bracing himself down on all fours, the former munitions runner turned mutant rhino known as Brik lined up his main cannon and fired, the recoil actually pushing him back as he held his ground. The blast tore through both S.F.R.U cars without breaking pace, continuing on until detonating at some unspecified point ahead, the force of the explosion was enough to shatter glass all around.

"In case I'm being too subtle here, let me spell it out. I want Tennyson!" Brik punctuated himself by firing again at the side of another building, looking to crush a few pesky pedestrians beneath the rubble.

"You got her." Instead, the rubble seemed to pause and hover in the air, giving the aforementioned bystanders the chance to run clear before gravity regained its pull, bringing the rubble to crash now harmlessly.

Brik looked up to see the Lady Gwendolyn in full outfit and cape flying down to the ground, landing squarely in front of him.

"Wrong Tennyson. I'm not interested in the sidekick."

"I'm nobody's sidekick." Gwendolyn eyed him squarely. "And more than a match for some two bit punk with genetic alterations and sub-dermal enhancements."

"Not how I remember our last meeting going down." Brik eyed a cocky grin at her. "Now go find your cousin before I spank you little girl."

Gwendolyn never cracked an expression at his taunts. She merely beckoned invitingly with her hand.

"You asked for it."

Brik discharged a large energy net from his horn, the same one that had incapacitated Gwendolyn during their last fight.

"Turbo!" Instead of moving, Gwendolyn merely spun around in a vortex of energy that sucked up the net before spitting it right back out in the direction that it had come.

Brik was too heavy to dodge the net as it fell upon him, electrocuting him in the process as its clamps dug down into the ground, pinning him.

"Potentos gravis."

At Gwendolyn's next spell, Brik felt the weight of the net holding him increase what felt like a hundredfold, as if someone had dropped a mountain on top of him. He tried to stand himself up but his legs could barely bear the strain.

"Who's the sidekick now?"

"I've… taken worse." Brik activated a side compartment that opened in his armored backside, firing a dozen tiny missiles through the openings in the net and straight at Gwendolyn.

"Forsos." The mystic command brought a bright white shield to surround Gwendolyn. The missiles impacted with tremendous force but without apparent effect, as Gwendolyn seemed completely unfazed by them. "Tempestus serectum."

Gwendolyn's latest spell summoned dark as night storm clouds overhead that cracked and rumbled before discharging a single, thunderous lightening blast that scored a direct hit. Brik was at ground zero and received no protection or cover as nature's full fury came to bear upon him.

Crying out with all the force he had, he collapsed under the assault, remaining perfectly still even as the clouds overhead dissipated as quickly as they had been summoned.

Gwendolyn eyed her prey carefully, cautiously approaching him. She dared not remove the net but she at least…

Brik's eyes shot open, his body becoming radiated with a blue energy of some sort that shorted out the net covering him and freeing him. Bringing himself upright, he leveled another shot straight for Gwendolyn.

Throwing her arms up, Gwendolyn was able to summon another shield to cover her body. At point blank range, the blast was able to pierce her shields, shattering them like glass. However, when the beam tried to make contact with her unprotected, it went through her as her body dissolved into smoke.

"Hey. Where the…?"

"A weak mind will believe anything it sees." Gwendolyn's voice seemed to echo from all over, yet as Brik scanned for her presence, he could not find her anywhere.

"I'm getting a little tired of these magic tricks. If you were half the man your cousin is, you'd come out and fight."

"Well obviously, I'm not 'half the man' he is." At this, Brik finally could make out her voice. It was coming from right above him. "And still more of a woman that you've ever met."

At this, Gwendolyn's eyes began to glow. Without uttering a single word or incantation, she summoned gale force winds that threatened to pick up her opponent off the ground and fling him helplessly into the air.

This wasn't working. Brik knew he was going to have to change tactics.

Without looking, he fired. Anywhere. Everywhere. His beams shot out blindly into buildings, into the streets around him, and the effect was exactly what he had hoped for as the winds Gwendolyn had summoned began to pick up the stray debris and fling it everywhere.

Unfortunately for him, Gwendolyn was able to manipulate the winds in such a way to protect herself from any stray debris knocking her out, as he had originally planned. This left him with little to go on.

Fortunately, his ocular implants were picking something up. Three bystanders in a nearby building: one adult male and presumably his two children having taken cover. Only he could see them… for now.

With a spare mico-missle, he let fire into the side of the building, knocking a hole in the side to reveal the crouched family unit. Completely exposed they were helpless as two more missiles came streaking straight for them.

Gwendolyn flew in front with her hands up, summoning the shield and absorbing the missiles. Unfortunately, she had left herself wide open as Brik fired his primary weapon. It hit dead on, knocking Gwendolyn through the building and clear out the other side.

"Daddy!"

"You kids stay here." The young man, a Mark Walters, had been uptown with his two sons when they had gotten caught up in the attack. Afraid of being picked off in the stray fire, he had chosen to take shelter inside the nearby department store. He would be damned now if the woman who had possibly just given her life to save him and his children would be left alone.

Running out towards the still figure he recognized as Lady Gwendolyn Tennyson, he saw her lying perfectly still and helpless in the middle of the road. He was almost afraid to touch her, until she moved slightly. She was still breathing.

"Nothing you can do for her."

Mark spun around to see the enhanced living tank stomp his way toward him.

"You walk away now, and you might just live to tell the story."

The young father had never been in a life and death situation in his life. The idea that the life of a complete stranger, who had already put herself on the line for him and his children, was in his hands was more than his mind could keep up with. Yet still, he said "I… I can't."

Brik shrugged as his primary weapon powered up again. "I'll send flowers to the widow."

A blur tore through Brik's horn with a fury and power that knocked him aside like a small animal. Doubling back faster than anyone could react or follow, it slashed twice more into the armored sides of Brik's hide.

Brik fell to the ground, moaning in an agony he felt before ever appreciating what had happened to him.

"Dad."

Mark looked over to see his two children running towards him, relieved to see their father safe.

"Thank you Ben 10…." But his voice trailed off, leaving his thought unfinished. The man responsible for the split second save was not Ben 10,000, hero of heroes.

Instead, the tall, lean man adorned only in black with long, thick dark hair, and two arms shaped like long jade blades looked up, focusing his gaze on his opponent.

"Take your own and get out of here. This is no place for you or them."

Mark nodded without argument before pausing at the sight of Lady Gwendolyn.

"But what about…"

"She is injured. If you move her, you will only aggravate it. I will look over her."

The father of two made no movement to argue. He merely gathered his children and ran off, never looking back even as Brik slowly stirred back to his feet.

"Oooh, I knew you'd show yourself Ben, just as soon as…" But he also trailed off as he saw who was standing in front of him.

"That is the second time I've been mistaken for Ben Tennyson." The man said as his arms morphed back into normal, human arms. "It is becoming quite unwelcome."

"Wait a minute, I know you." Brik's awe grew. "You're Kevin 11,000! Oh man, what an honor. You're him… talking to me."

Kevin did not react to the admiration and praise.

"Oh man, I can't believe it. I mean, I'm not usually impressed by other guys but you're a legend. They say you beat both Ben and his whole family; that you turned a Highbreed Fleet away, that you're Vilgax's best friend and worst enemy all rolled into one."

At the mention of Vilgax, Kevin flinched slightly, but otherwise, remained composed.

"Hey, if you're here, you wanna help me? I figure between you and me, Tennyson won't stand a chance. All we gotta do is put together an ambush and he'll come running right into it, especially since we got his cousin."

"No, 'we' do not." Kevin stated plainly.

"Huh?"

"I am taking Gwendolyn Tennyson. You may do with Ben what you want, or rather I suspect he will do with you what he wants." At this, Kevin pointed to Gwendolyn's still form. "But she is mine."

"Hey! She's mine. I beat her fair and square."

"You exploited her nature and used it against her. An effective tactic, but you did not overpower her." Kevin sounded almost disgusted by the unimaginative brute in front of him. "I was once like you, when I was a child."

"Wait a second," Brik couldn't believe his ears. "Am I hearing this correctly? Are you telling me that Kevin 11,000, the same Kevin 11,000 that even Vilgax won't mess with alone, has gone soft?"

"Believe what you wish." Kevin turned back to Gwendolyn. "I will take my leave of this now."

"Not with her you won't." Brik's eyes glowed bright blue before discharging twin beams of energy straight for Kevin.

It was a clean miss as Kevin dodged the attack with his speed, appearing not thirty feet to his right.

Brik fired again, this time above Kevin's head, causing more rubble and debris to fall. Kevin looked up, completely unconcerned as the rubble buried him beneath.

"Damn." Brik seemed to sigh at the shame of it. "He went really soft."

Bursting forth from the debris in a cry of rage and dominance, the true form of Kevin 11,000 appeared. Monstrous, towering with enormous wings, tendrils dangling from the bottom with a flaming head, and appendages possibly belonging to at least a half dozen different aliens that he had absorbed, Kevin 11,000 towered over his opponent.

"You think I went soft? I was trapped in the Null Void."

Brik fired again. This time, Kevin's wings turned solid jade diamond as they extended to more than thrice their original size before bending inward, forming a solid shield to block the shot.

"Locked in with the worst the universe had to offer."

Brik let fire with every mico-missile in his arsenal. Kevin retracted his enormous, invulnerable wings while extending his right, living flame tendril, releasing a blast of fire that incinerated every missile in a single shot.

"Forced to cannibalize anything and everything I found just to survive."

Brik could tell he was in trouble. He turned around and immediately beat a retreat. But Kevin's form changed again, one of his dorsal tendrils metamorphosing, changing slightly as it spewed a thick, viscous liquid that covered Brik, stopping him dead in his tracks.

"You think I've become merciful? Compassionate towards my enemies?"

Brik struggled against the goop that had caught him, but it had turned solid within seconds, and the more he seemed to struggle against it, the denser it seemed to become.

"I don't even know the meaning of the words."

Setting his head back, Kevin let loose with his sonic howl as it dissolved the substance holding Brik in place as well as flaying the sub dermal enhancements directly from his body.

"You think I want to associate with someone like you? You're a thug. A punk. Me."

Looming over the helpless opponent, Kevin slammed down with his left, bioelectrical tendril. Over and over again he continued to whip his defenseless opponent, knocking him deeper and deeper into the pavement beneath. Concrete began to tear and break as if it were light wooden splinters, yet still Kevin continued his assault.

"I'm a monster! I have no pity. No compassion. And no mercy!"

The sight beneath him was almost too pitiful for words. Instead of an armored, genetically enhanced humanoid, a broken, bleeding, and pleading figure lay wounded, dying, defenseless. He tried begging but his lungs couldn't even find the air.

"This is my mercy." One of Kevin's enlarged Wild Mutt hands began to change into jade diamond again. Shaping it into a long blade, Kevin drove it down into his opponent, a loud squishing sound accompanied by the echo of the armor and metal piercing and Brik was no more.

His opponent finished, Kevin turned back to the form of Lady Gwendolyn. Unconscious. Helpless. Killing her would be simplicity itself.

Instead, he shifted and changed back into his smaller, lesser human form. He hated this form, but it had its advantages. His larger form was powerful, but also encumbering, bulky, and most of all difficult to conceal.

Leaning down, he took Gwendolyn into his arms. He'd been lying to that simpleton when he'd said that to move her would aggravate her injuries. Oh, she required medical care, but he would not be denied this.

And in a burst of super speed, they were both gone.


	3. In The Dark Dungeon

Author's Note: Hi everybody! Once again, this chapter is not terribly long. I try to make the chapters as long as I feel they need to be (which is really just a clever way of saying the author couldn't think of anything else to put in this chapter). Not to worry, plenty more to come. Also, I feel the need to point out that this story is rated M for a reason. That reason may not be evident in this particular chapter but it is coming up. Hoping no small children are reading this, as I do not need to be held responsible for the corruption of any more little kids.

I mean hope you enjoy!

Gwendolyn was hung over. She was sure of it. It was the only way she could possibly account for the headache that she had. And that was just the least of it. Her whole body ached and screamed of misery. She'd either had a really good time last night, or a really bad time just now.

As she slowly stirred, making the effort to open her eyes, she felt herself regret it; felt her body screaming to just drift back into unconsciousness until such time as the pain had passed.

Footsteps snapped her back into awareness. The knowledge that she wasn't alone overrode any desire for rest as she rose up in a snap, only to immediately become disorientated and fall backwards, trying to catch herself.

"Try not to move too much. You're lucky you don't have a concussion."

"Kevin?" Gwendolyn was sure she was just imagining his voice. It couldn't be him.

"You are safe. I give you my word I will not harm you."

Gwendolyn was still too dizzy to really appreciate what he was saying. Only half of his words got through. The other half just flew right out the window. Was there a window? There could have been a giant boulder in the room for all she knew.

"Where am I?"

"You are safe."

"Not what I…" but she was having trouble remaining focused, the soft sound of Kevin's voice settling the fires of her panic. She felt her muscles fail her, her strength abandon her. Her momentary panic had given way and she collapsed again.

"You're sure it was him." Ben asked holding up the photo again.

"Absolutely." Mark Walters did not need a second glance. "He tore that… rhino man whatever thing into pieces and then just disappeared. Saved her life. Saved all our lives."

"Uh-huh. And then what did he do?" Ben asked, trying his hardest not to be upset with the uninformed bystander for his misplaced gratitude.

"I guess he must have taken her with him. I came back after it was all over and they were gone. Both of them."

At this Ben became enveloped in the bright green light of the Omnitrix, changing into Four Arms. "What?"

Mark felt himself grabbed by the steel-crushing grip of the large, red alien, suddenly panicking as he was lifted like a rag doll into the air.

"You mean you let him take her?" Ben shouted in incredulousness for all the world to hear.

"I, I'm sorry." Mark felt his heart pounding inside his chest. "He saved us. I thought he was one of the good guys."

"Does that look like the work of a good guy to you?" Four arms pointed to the remains of Brik, a cruel pile of sub-dermal plating and entrails lay where once a brutish hulk of destruction had lived.

Ben pulled the witless pedestrian back to him. "His name is Kevin 11,000. He's one of the worst of the worst the universe has ever seen. And you let him take my cousin!"

"But… but I…."

"Ben!" Grandpa Max thundered, his voice bringing Ben back to reason, even after all these years. "He didn't know. Save it for Kevin."

For a moment, Ben felt small. He looked down at the witless man, putting him down as he transformed back into human. "I'm sorry. I'm so sorry."

"I… I didn't know that was Kevin 11,000." There was a long awkward pause as the two men stood together, both ashamed. "I didn't even think he really existed. The things they say he's done…"

"You don't know the half of it."

"Well find him." Grandpa Max put his good arm on Ben's shoulders assuringly. "And Gwendolyn."

When Gwendolyn awoke again, she didn't feel hung over anymore. She felt worse. Fortunately, she had a much better perspective of up from down. The world no longer spun around her, which likely meant that she had been given something before to dull her awareness, and the pain.

The thought of Kevin injecting drugs into her snapped her awake sharply, this time, her head obliged her. She looked to see she was in some kind of basement. It was poorly lit, damp and definitely abandoned, but hardly the kind of deep, dark dungeon she would have expected.

She found that she was unbound, and otherwise untouched, which caused her to wonder whether or not she hadn't imagined Kevin's presence altogether. Her mind was quick to rationalize that she had perhaps been found and brought here by someone else, perhaps that man from before whom she had rescued. Maybe he had brought here for safety.

For safety in damp, abandoned, foul smelling cellar. Right.

The sound of the door leading downstairs caught her attention and brought her standing, albeit uneasily. Her legs were still sore, her balance not quite all that it could be. If she had to defend herself, she was in trouble for sure.

The quiet, calm footsteps making their way down the stairs counted out in Gwendolyn's head. As soon as she saw the black dressed legs, she feared the worse, a fear that was justified as she saw Kevin approach.

"I see you are awake. Excellent."

"Where am I?" Gwendolyn wasted no time on banter, though she found herself struggling to make out Kevin's face. It was obviously him, but the details of his features escaped her in the poor lighting.

"Somewhere safe."

"That doesn't answer my question."

"I brought you here after the battle. You required medical attention."

"You could have taken me to a hospital."

"Your injuries were not life threatening. And I desire my privacy."

"What do you want Kevin?" Gwendolyn's hands lit with magical energies, as much for illumination as to be ready for anything.

"I do not want to fight."

"That's not what I asked." When Kevin did not respond further, she tried another line of questioning. Anything to keep the conversation going until her head settled. "What happened to Brik?"

"He is of no further concern."

"You didn't have to do that."

"It is in my nature." Kevin seemed neither proud nor ashamed of this. "Do not tell me your mourn for him."

"He was just a punk. He didn't have to die."

"He was a waste. The universe will go on without him."

"That doesn't give you the right to kill him."

Kevin seemed to grow disinterested with this line of conversation. He began to walk slowly towards Gwendolyn, circling ever closer to where she stood.

"Stay away from me."

"I have already given you my word that I will not harm you."

"I said stay back." At this, the glow coming from Gwendolyn's hands doubled in intensity, illuminating Kevin's still somehow dark face.

"You are in no condition to fight." At this, he stopped in his tracks, explaining sincerely "And you need rest."

"I need to get out of here."

"I would prefer you stay." He responded honestly.

"I don't want to stay." She replied honestly.

For a moment, Kevin took in a deep breath to retain his composure, before stepping back from her one footstep. "You are not a prisoner."

Gwendolyn eyed him warily. He was playing her. Whatever sick game he had in mind, she was obviously meant to play into it no matter what she did. But she would still rather take her chances anywhere else than in this private little hellhole made for two.

She took an uneasy step towards the stairs, eyeing him the whole time. He returned her unflinching watch, but otherwise made no movement. Uncertain but determined, she took another step.

At the third step, her already wobbly legs gave out on her. She fell right into his arms as he was beside her in an instant.

"Let go of me." She said dizzily but resolvedly.

"You require rest."

"I want to leave."

"You will not make it up the stairs." He said as he moved her back however patiently towards the bed.

"I don't need your help and if I did, I'd sooner ask help from Darkstar than you." She protested, yet made no move to resist.

"You continue to provoke me, hoping that I will reveal my baser nature and justify your resistance to my attentions." Kevin analyzed and deconstructed her with one sentence, even as he sat her on the bed.

"I don't need justification. You're a murderer who killed someone just because you saw them as weak."

"And you and your cousin have condemned countless aliens, regardless of the nature of their crimes, to life sentences within the Null Void upon your own authority as judges, jury and executioners, with no possibility of parole." At this, Gwendolyn's gaze met Kevin's, who never faltered. "If I am a monster crushing all those unworthy before me, I pale in comparison to the vengeance you as gods would wreck upon those who cross you."

The still manner, the calm demeanor, the iron in his voice had entranced her. But something else, something in his words struck to her very core, making her feel small. "What do you want from me? You want me to say you got a bum rap?"

For a moment, Kevin's head seemed to rise slightly, as if shamefully caught in the act. But this quickly passed. "I must say, I had expected better from you."

This clearly surprised Gwendolyn, a fact she failed to hide with her face.

"Your cousin is the kind to leap before looking, but you. You are demonstratively of greater intellect, and patience. You have the opportunity here and now to be closer to your enemy than you have ever been before. To sit back and watch for weakness, yet you would prefer to leave."

"I don't need to figure out your weakness Kevin. You're a self-obsessed psychopath."

"That is my nature, but not my failing."

"And I suppose, just for the sake of getting under my skin, you're going to go ahead and tell me mine."

Kevin smiled briefly at this. "That you must assess for yourself. Until you do, you would not be able to defeat me."

"Just because I'm still shaking off some cobwebs doesn't mean I can't take you in a fight."

"It is not your physical condition which hampers you." Kevin assured. "If you had been fighting me out there today, you would be dead by now."

"Why? Would you shoot at innocent bystanders just to win a fight? Are you going to tell me that my compassion is my biggest weakness?" Gwendolyn had heard this from others like Kevin in the past, trying to play her. Trying to convince her that their heartlessness and cruelty made them stronger than her.

At this, Kevin's eyes locked directly with her, as if mesmerized. "It is your compassion that makes you remarkable." His hand rose up to her cheek, feeling warm against her skin. "Never abandon it. Not even for your life."

Gwendolyn never saw, but her cheeks flushed, her pupils dilated as blood began rushing to her face. She couldn't see it, nor hear her breathing as it intensified or heartbeat triple. But Kevin's enhanced alien senses heard and saw all these things. And felt them within himself.

Knowing full well that this was a woman who could melt his face off if displeased, Kevin reached forward with his lips and hungrily seized at hers. Gwendolyn didn't fully appreciate what was happening to her, she simply reacted, kissing back with a passion that matched his. The kiss was short, but not even the Earth ripping itself in half would have been enough to break it up before it had ended.

As Kevin pulled back, Gwendolyn found herself unable to react. Too many thoughts began racing around in her mind as he rose up.

"I know you will regard this as disingenuous, but I have enjoyed this time together." And with that, and another burst of super speed, he was gone.


	4. Slaying The Beast

Author's Note: Greetings fellow readers and people who typed in the wrong web address. Once again, welcome to my humble little tale. It is rated M for, among other things, sexual content in some of the later chapters. I must confess I do love Kevin 11,000. For my money, there is just so much that can be done with the character and probably not enough of it can be done in this single story.

Anyway, enjoy.

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"You're saying Kevin just left you there?" Grandpa Max asked one more time, making sure he had the details straight as he and Ben went over Gwendolyn's vitals to make sure she was fine.

"More or less." Gwendolyn recounted as she lay in the infirmary within Ben 10,000's Mt. Rushmore headquarters. They had spun different names for the place for years, but none of them had ever really seemed to catch on. "I woke up and he was gone."

"Doesn't sound like him. I can't believe he didn't just slit your throat while you slept."

At this, Ben received dirty looks from both Gwendolyn and Max.

"I mean, in a good way. You know what I meant." He dismissed them both nervously.

"Did he say anything to you?" Max continued the questioning.

"Nothing important." Gwendolyn knew that this was necessary, but she wasn't feeling like being debriefed just yet, and certainly not by her own family at this juncture. Especially before she had had a chance to make sense of everything that happened. "Like I said, I woke up after the battle, he was there, said something about finding Ben, and then I passed out again. When I woke back up, he was gone, and I didn't wait around for him to come back."

"Still not like him to go to that trouble just to let you go." Max seemed more disturbed by this lack of news than anything else.

"I don't think he had planned for me to wake up when I did. I found a bottle of something that he must have used to keep my groggy the first time. He may have had somewhere to be and had intended for me to stay under until he got back."

"Boy's getting sloppy. It's not like him to leave a trail." Max reasoned.

"What makes you think he did?" Gwendolyn asked. "That house hadn't been lived in for years. I'm sure the property is listed as condemned. And it's not like he left a scribbled note with directions to where he was going."

"If he left a scent, I can find it." Ben stated confidently.

"You know how fast he moves. Even Wildmutt's nose isn't that good." Gwendolyn was doing what she had done most of her life, namely trying to convince her pig headed cousin to slow down.

"Maybe not. But Carnisaur's is. And then there's Z-Ray, Wild Flight, not to mention Blood Ground. I'll find Kevin and be back in time for dinner. Grandpa's making tentacles." And with that, Ben transformed into XLR8.

"You need help Ben." Gwendolyn insisted as she rose out of her bed. "I'm coming with you."

"You're staying put Gwendolyn." XLR8 crossed his arms at this. "You're in no shape to take on Kevin."

"The medbotts in my blood are doing fine knitting me back together."

"Sorry. No time to argue." And with that, XLR8 disappeared in a blur.

"Oh no he does not." Gwendolyn began to enchant when Grandpa Max intervened.

"Gwen, he's right. You're in no shape to go up against Kevin."

"I'm fine." She insisted, deliberately ignoring Max's paternal use of her old name. "And I don't need to be babysat just because Ben 10,000, Hero of Heroes is on the job."

"This isn't about ego." Max Tennyson tried to hold his ground against his stubborn granddaughter. Unfortunately, it ran in the family.

"Tell that to the super hero that just zipped his way out of here."

Grandpa Max sighed. "I would if he ever slowed down enough for me to get a word in. You remember how bad he was the first time he unlocked Master Control?"

"Hasn't really changed all that much, has he?" Gwendolyn raised an eyebrow at this, smiling amusedly before adding "And don't think I'm letting you change the conversation that easily."

"Gwen, you need rest. Trust me, I have a feeling before this is over, you'll get your shot at Kevin. Besides, there's somebody who's been dying to see you again."

At this, Gwendolyn's eyes lit up. She had been so focused on finding Kevin that she had completely missed it. But at Max's mentioning, she had allowed her mind to flow. Allowed herself to feel what couldn't be seen, and that was when she knew.

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"Ken Tennyson."

"Aunt Gwendolyn!" Jumping up from his couch in the family living room next to the enchanted pet that she had animated for him his last birthday, the light of day coming in from the full sized windows leaking every bit of daylight into the room, the newest protégé to the family business ran for his favorite aunt.

Gwendolyn couldn't contain an irrepressible smile or laughter as her arms fell around her godson. He was getting bigger. He reminded her so much of his father when he was a little boy. She hugged onto him, and honestly did not want to let go, but she fought the urge to be one of 'those' relatives.

"I heard you got into a fight. Are you ok?" Young Kenny asked, pulling back from the hug.

"I'm fine Kenny." She assured, even as lent a spare hand to pet the enchanted mutt at her leg. "Your Aunt Gwendolyn has been through much worse."

"Hey, dufus." Another young voice called out from the next room as it walked in through the door. "Did you eat my snacks again?"

"I told you you could have some of mine if you wanted them." Ken argued back at the other boy without a second thought.

"Pfft. Big deal. All you ever have is those dumb alien crackers." The boy never gave Gwendolyn a second glance as he munched down on the last of his fruit filled flashed frieds. "Sho," he spoke with a full mouth. "Who's this?"

"Aunt Gwendolyn," Kenny looked back up before introducing the other boy "this is Devlin."

"What's up?" He asked, obviously trying to sound polite.

"Nice to meet you." Gwendolyn bent over to shake his hand, and get a closer look at his face.

It was absolutely uncanny. This boy was practically the spitting image of his father. His eyes held none of his father's hate or rage, and his hair was quite a bit longer than Kevin's had been at that age, but otherwise, it might have been a time displaced version of Kevin standing in front of her.

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The three of them had spent the better part of the day together, telling stories, showing off to one another. The sun had already set, and the living room lights kept out the pitch night, yet it felt to all of them as if it couldn't have been more than a few minutes. Gwendolyn couldn't remember the last time she had enjoyed herself this much. Her smile honestly couldn't have been any wider as Ken and Devlin regaled her with tales of their own heroic exploits. Apparently, the pair had become quite the crime-fighting duo, and their latest adventure against the Forever Knights was now being reenacted in full detail.

"So, I was surrounded by five Forever Knights."

"There were three."

"No, there weren't, there were five!"

"There were three. One in front of you and two in back."

"Whatever. So anyway, I change into Four Arms and throw two of them at once."

"You threw one of them into another."

"It's the same thing."

"No it's not."

"Devlin, let Kenny finish." Gwendolyn tried to quiet the anxious young boys in front of him.

"So then I changed into Diamond Head, and managed to nail two more of them across the room."

"No you didn't. That was me!"

"The point is," Kenny clarified "I changed into XLR8, and managed to dismantle their whole cannon in less than two seconds!"

"Big deal. I'm the one who tore the cannon clean off the body with his teeth."

"It sounds like you both had your hands full." Gwendolyn decided to redirect the conversation.

"Nah, it was a piece of cake." Devlin insisted.

"Not like when we went up against Darkstar."

"Oh man, that was seriously wicked! You remember when you nearly whipped him with his own cape?"

"Yeah, and he tried to get up and you tackled him and started…"

The boys reminiscing was interrupted by an all too familiar sound of an alien on two wheels rushing in. The whole family unit turned as XLR8 ran into the room, only to change back into regular old Ben.

"Hi dad!" Kenny ran up to his father. Gwendolyn watched however as Devlin held his ground.

"You boys keeping Gwendolyn company?" Ben asked after returning the hug.

"We've been catching up." Gwendolyn smiled warmly, especially at Devlin who seemed to appreciate the attention.

"Well, everybody get ready for dinner. Fresh tentacles are already on the grill."

"Yes!" Kenny exclaimed as he ran out.

"Oh man. Why can't we ever have hamburgers?" Devlin asked as he looked down at the mutt by his left leg. "Come on Max. You can have my scraps again."

"Boy's a carnivore, that's for sure." Ben exclaimed almost proudly to Gwendolyn.

Gwendolyn watched the boys until they were out of the room before turning to her cousin. "No luck?"

"I don't know how he does it." This was one of those rare times that Ben Tennyson was at a loss for answers. "I must have flipped through over a dozen different aliens trying to find Kevin's scent. I picked it up at the house, but every time I tried to follow it out, I lost it less than a block away. Even if he had flown off, I should have been able to track him with Wild Flight."

"You think he's mixing the different aliens that he's absorbed to try and throw you off the scent?" Gwendolyn offered.

"No. I would have been able to track him through that. He must be using something different. I'll figure out a way to find him though. Just don't say anything to the boys."

"Don't you think that's jumping the gun a little bit." Gwendolyn heard herself say. "I know he's possibly the galaxy's most wanted but, are we sure we want to start something here without a plan?"

"My plan is I kick his butt like I always do, and life goes on." Ben replied firmly.

"The last time you went up against Kevin, I heard he did quite a bit of butt kicking himself." Gwendolyn reminded. Unbelievable. After all this time, Ben could still never accept the possibility that he might lose.

"He caught me by surprise." Ben stated simply. "It won't happen again now that I know what he's capable of."

"Hello! We have no idea what he's capable of." Gwendolyn retorted, becoming agitated for reasons that at the moment she didn't even understand. "Even if 11,000 isn't an exact count, we have no way of knowing how many aliens or what kind of abilities he has absorbed off of them since he was a kid. From what I saw, he seems able to mix and match abilities and attributes at will into that hulking form of his. No matter how fast you change between aliens, you're still looking to be four or five different power sets behind him."

Ben just shrugged. "He won't be the first bad guy to try that shtick. Remember when Albedo and Animo teamed up?"

"Ben, this is more serious than that." Gwendolyn softened her voice however slightly, less the raised volume in the room had already attracted any juvenile ears in the other room. "This is Kevin."

"I know who he is Gwendolyn, I've been putting up with him since we were kids." Ben dismissed with his usual confidence, the kind that still latched onto Gwendolyn's nerves, grabbed hold and just twisted for all it could. "Trust me. Sooner or later, he'll show himself, and when he does, he's history."

Gwendolyn could see there was no further point in discussion. She just shook her head and left the room before saying anything she might end up regretting; an act she had yet to observe her cousin ever practice.

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The labs at Los Soledad had been abandoned for decades before either Ben or Kevin had been born. A few years back, the Plumbers had retrofitted the entire base into an emergency command center during the third Vilgaxian invasion. However, that was years ago. And once again, the facility stood unkempt and abandoned.

Except for a lone figure that strolled through the night.

Kevin had to admit, as run down hovels went, this wasn't the worst he had ever hidden out in. Isolated, secure (or at least otherwise blockaded), and forgotten, it was as safe a place as Kevin would find for the time being.

Kevin took a long moment as he felt the calm night breeze across his face. It was an unusual sensation, one he wasn't accustomed too. There was no wind in the Null Void. And in there, the quiet only meant that whatever predator was lurking out there was too stealthy to be heard.

He took a moment to survey his surroundings. 'Better to rule in hell than serve in heaven.' According to Milton, the Devil had said that.

Then, from nothing, Kevin heard it. A heartbeat. It was close.

Kevin turned around only to receive an energy blast directly to the chest, knocking him into a nearby satellite dish that fell over upon the impact.

"You're not going to run away this time Kevin." The voice echoed across the open, empty base but he couldn't find the source.

"I didn't run last time Gwendolyn." Kevin rose up, as if unaffected by the blast. "How did you find me?"

"All that time I let you 'talk me' into staying in your private basement for two, I was locking onto your personal manna. There's nowhere on this planet that you can hide from me now."

"How wonderful." Kevin seemed delighted by this as he rose to his feet. "You can't beat me Gwendolyn. I know your weakness, remember?"

There was no response. Instead, the gentle night breeze across the open plains transformed into torrential winds kicking up dust and gravel by the tons into the air. The sky grumbled and roared, opening up as lightening came down directly upon Kevin's exposed, human form.

Kevin screamed as the first blast, and then a second bore down on him, bringing him back to his knees. Yet with a single knee he rose up, before disappearing in a burst of super speed.

He couldn't see Gwendolyn, and she was obviously manipulating the very air around them to carry her voice, which left the option of smell.

Hiding inside one of the barracks, hovering in the air in meditation, feeling her surroundings with her mystical senses, Gwendolyn couldn't react in time as a super fast Kevin tore through the walls and knocked straight into her, throwing her through the other side of the walls and out into the open.

Gwendolyn skidded over the ground before eventually coming to a stop. The ache in her body chided her for underestimating Kevin as she tried to clear her head.

As she did, she watched as Kevin's monstrous form tore up through the small barrack that she had been hiding in, towering over her.

"Out of tricks yet?" Kevin's dark voice echoed as he looked down upon her.

"Bia statuos." At this next spell, the very ground around them both came to life, rising and shaping itself into no less than eight hulking, brutish golems, all of which converged on Kevin.

Kevin lashed out at the first one, shattering it to pieces before striking at the next two to his left.

"Not impressed," he growled as the remaining grappled at him.

"You will be." Gwendolyn just smirked before turning to the golems that Kevin had already dispatched. Without any movement or effort on her part, the dirt and rock that had forged them rose back up, reassembling itself into the functional warriors that Gwendolyn had conjured.

"Potentos gravis."

Kevin felt himself suddenly pulled by an invisible force down to the ground. He struggled against it even as the stone golems around him began to renew their attack, which this time he felt himself unable to defend against.

"Fun fact." Gwendolyn remarked. "In that big brute form of yours, your center of gravity is much lower."

Kevin cried out over the attack to his fiery hide as thick stone fists bore down upon him over and over again. Wasting too much of his own effort simply trying to move, Kevin reared his head back, and roared.

The sonic howl tore through two of the golems, taking the right arm off a third, and peeled the earth as it past, straight for Gwendolyn.

Gwendolyn summoned her shields, but they weren't enough to protect her completely. All they could do was absorb the brunt of the blast before being shattered to pieces, leaving Gwendolyn to be knocked back again.

Kevin could feel the spell pulling him down continue to hold, but he noticed that the Golem's seemed to be letting up on their attack however slightly. Reaching up with the tendrils coming out of his backside, he began to grab at the different golems and tear them to shreds even as they continued to reform. Meanwhile, changing one of his spare hands into pure jade diamond again, he dug it directly into the ground.

Gwendolyn recovered to see what looked like a large bullet wisp beside her head, shooting up from the ground into the air. At first, she almost might have believed she had imagined it until more and more came up. A veritable barrage of what appeared to be small jade diamond shards shot up from the very ground beneath and all around her.

Unable to predict where the next shard would come from, Gwendolyn flew up into the air, desperately to clear some space. Unfortunately, she wasn't fast enough as several shards grazed her.

And then she was hit.

The first one dug itself into left leg, the pain and shock almost causing her to overlook the second as it hit her right in the stomach.

Kevin rose up from the ground, smashing the golems it seemed almost all at once. Yet still they reformed. Rearing his head back again, Kevin let fly with a blast of freezing winds that encased the golems all in solid blocks of ice. Then, with his right, fiery tentacle, he reduced them to slag, apparently incapable of reforming.

"I tried to tell you Gwendolyn. You can't beat me." He insisted, even as he made his way over to where she lay, shaking and bleeding. "You're one weakness; you're only mistake." His voice began to fade in and out as she lost consciousness. "You should never have come here alone."


	5. The Beast's Lair

Author's Note: Hello again everyone, it's me. The author. The guy writting this stuff. I'm not self-obsessed.

However, I do want to thank all those who have written in and reviewed. It does mean a lot to me and it is appreciated. Which is why, starting now with this chapter, I am resuming my practice of responding to reviews submitted. I used to but then kind of lost track of all the reviews coming in and eventually I just stopped altogether. Now I'm back at it for as long as I keep this writting thing going.

Also, a friendly reminder that their be mature content in this story, especially ahead. So if this sort of thing offends you, you should probably read something else.

Anyway, enjoy.

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Gwendolyn Tennyson was dead. She was sure of it. She felt nothing but cold all over as Kevin carried her to the hospital within Los Soledad. He had morphed his right arm into jade diamond and then formed it into a solid, flat surface to carry her. It may have been uncomfortable but at least he was doing a decent job of keeping her level. And the discomfort actually made her feel better; at least she knew she wasn't going into shock.

"Don't move." Kevin commanded.

Despite his order, her curiosity got the better of her as she eyed the diamond shard in her stomach.

'That's a lot of blood.' Was the last thought of Gwendolyn Tennyson before passing out.

…

When she woke back up, the world was still out of focus. Everything was just light and sound in a seemingly unrelated and unrecognizable pattern. And then she saw something she finally recognized.

Kevin's face came into focus. It may not have been the face she wanted but it was something for her to lock on. It meant she was still alive.

He seemed frantic with activity, but otherwise unreadable. She had to wonder what was the point. Was he keeping her alive so he could torture her later? Was he planning to use her against her cousin? For ransom or for information? So many possibilities and none of them appealed to her.

What difference did it make? She knew she was going to die.

…

When she woke up again, she concluded that she was alive. Moreover, she was going to live. Too bad, as that might have otherwise spared her from what felt like the mother of all headaches.

She tried to move her hands to her side but found them restrained. Her legs too, tied down by medical straps. The mystic charms that she wore along the sleeves of her outfit had been removed, along with her cape and her ponytail, leaving her hair to flow down freely beside her face. She tried to summon her powers, when she finally found the source of her headache. Some kind of apparatus or device on her head, worn like a helmet. She recognized the tech.

It was suppressing her powers. It also had an isomorphic lock, which meant even if she could free herself from her bindings, she wouldn't be able to remove the device. Only her captor had that ability.

Kevin.

She shot up as far as she could, which was less than a centimeter. Even that much effort proved a discomfort as the sudden pain in her stomach and leg served to remind her that only a few moments earlier, she had been shot.

Or was it days? How long had she been unconscious?

She looked around and found herself resting within what she recognized as the abandoned infirmary. The Plumbers had left behind some equipment during their last occupation of this compound, but the rest looked like it hadn't been touched since the 1960s.

This did not ease her mind, as she wondered whether or not the bandages currently covering her stomach and leg wounds had been sterilized within the last decade or not.

Kevin. Where was he? Somehow his absence concerned her more than if he'd been at the room right beside her. She felt her cheeks blush at her own actions. After all that talk with Ben, she had rushed off with no backup, no real plan of attack, just an overwhelming need to get to Kevin before Ben found him.

Looking back, she couldn't even remember why she needed to be the one to find him first.

A dozen other questions and a hundred different scenarios danced out in her mind before the door to the abandoned infirmary opened, admitting Kevin with a tray of food.

"I believe your grandfather has a taste for Xillian slugs. And as it happens, they are also good for you, especially since those medbotts in your body need complex carbohydrates to repair and rebuild your flesh. These are quite fresh."

Gwendolyn said nothing as he eyed Kevin carrying the tray towards her, hoping to catch his eye and read his expression. "So what does this make you; my enemy, captor and bed nurse?"

"You are alive because I have allowed it." Kevin set the tray down and grabbed at her head, gently but forcefully turning her from one side to the other, as if inspecting for further damage. "Call that what you will."

Gwendolyn didn't call him anything. She just waited till she could turn her head enough to spit in his face.

At this, Kevin's face lit with a rage that reminded Gwendolyn of one inescapable truth; he could kill her with a thought.

Instead, he roughly held down on her legs as he undid the straps holding them down. Gwendolyn struggled but his grip could've held back a bull. Then, grabbing her legs together in one arm, he hoisted them roughly into the air and proceeded to spank her!

The indignation, the humiliation of the act itself would have been bad enough if it weren't for the stinging pain. THAT HURT! It didn't just hurt; it felt like he was flaying the flesh from her very bottom. For her own threshold to pain, she cried out in agony as he continued to slap her without mercy.

"Stop it! Kevin, stop it."

"That sounds like an order Gwendolyn. Or a demand." Kevin never slowed his pace as he spoke. "You will find you are not in a position to demand anything."

"Kevin, I said stop it!" She tried to shout over the noise of the stinging as it went on and on. She struggled, she cried, but neither did any good. She closed her eyes as the agony of the physical abuse, compounded by the discomfort from her wounds being forced into this uncomfortable position finally caused her to yell for the world to hear "Please! Stop, please."

At this, Kevin held back. Gwendolyn had long averted her eyes as if to somehow block out all other sensation including the pain, but she slowly snuck a peak through her tears.

Kevin let fly one last slap, this one nowhere near as painful as the others, though her butt was in agony enough that it didn't do any favors. Then, without a word, Kevin released her legs back to the bed.

It occurred to her to try and fight, to try and kick him. Instead, she remained perfectly still as he retied her legs to the bed.

There seemed to be a long silence as Kevin refastened the straps before Gwendolyn finally dared to ask. "What… what are you going to do with me?"

Kevin didn't respond. He merely checked her straps and the headset she wore before walking straight out of the room, leaving Gwendolyn alone in the darkness feeling very… small.

….

It had taken her a while to calm herself. She tried to regain her composure and dry her eyes as she remembered her Plumber training. She was alone and defenseless. Her mind was her last weapon at her disposal and if it shut down now to try and escape the reality of the situation, she would never again see her family alive.

She was still alive, and obviously Kevin was planning on keeping her that way for the time being. If she wasn't bait to be used against Ben, then she was a hostage, possibly for ransom of some other kind, either from Ben or the Plumbers. Or maybe just a prisoner, kept for the sake of revealing information. Either way, it was very likely that she was going to be here for the long haul.

That wasn't good. Gwendolyn knew that even the strongest, most disciplined mind eventually caved sooner or later under enough stress and duress.

She had trained for this situation, though training and living through it were two entirely different situations. He had already used physical force to establish his dominance. Next, he would try to reinforce that dominance by controlling her basic needs such as food and water. He would offer them, forcing her to submit by either refusing and starving herself or accepting, and thereby acknowledging his position of superiority. She needed to be sure to ask for them herself when he returned, before he had a chance to offer. No doubt he already planned to use a combination of intimidation and isolation as well to wear on her.

She needed an in. Some way of establishing dominance and defiance from the beginning.

She was deep into her planning and thinking, confident that she would survive this as long as she kept her wits about her when the door opened and Kevin walked in.

Somehow, the mere sight of him made her feel small again, but she reminded herself of her training. "I'm hungry, may I please have something to eat?" She nodded over to the tray Kevin had left earlier, the slugs still smelling as fresh as ever, and Gwendolyn had to admit, rather appetizing as well.

Kevin never acknowledged this request as he walked over to inspect her bandages.

She winced slightly as the attentions to her injuries caused them to sting slightly. Still, she bit her tongue as Kevin removed the bandages to look at the wound.

It was healing. Very nicely actually. The tissue clearly wasn't infected, and while the wound had yet to close, the bleeding was now quite minimal.

"You gave me fresh medbotts. How did you find them? The Plumbers' medical supplies were exhausted from when they occupied this base." Gwendolyn again spoke.

Satisfied at Gwendolyn's injuries, Kevin looked up at her and smiled before leaning down on her bed beside her. "You entertain me Gwendolyn. First, you request food, a commodity that you know I control, thus forcing me to refuse you or surrender control by granting it. Then, you attempt to control the conversation with questions, and establish further authority for yourself by demonstrating a knowledge of your surroundings."

Kevin simply smiled at this.

"Excellent. However, if you seek to entertain me further, you should know that I am more familiar with basic Plumber training in hostage and prisoner situations that you might expect."

Gwendolyn swallowed a little bit at this, the fresh stinging in her bottom almost causing her to keep her quiet even as she responded in defiance "And you try to disarm me by demonstrating a knowledge of my tactics, thus making it seem that you are still in control of the situation."

Kevin's smile almost seemed to double at this.

"Excellent. We understand each then. Now, let me explain myself plainly."

Kevin's hand came down upon Gwendolyn's good leg, the grip tightening.

"The last time we met, I saved your life. You repaid my hospitality by tracking me here and trying to take me. I did not expect less but I warn you," at this, the pressure of a grip that could tear steel began to tighten on Gwendolyn's leg muscles. "If you behave like a brat, you will be treated like one." At this, the sting of Gwendolyn's rear felt fresh again. "And if you ever dare to control me again, I will throw you out of my home and leave you stranded in the middle of nowhere to fight for your own survival, or death."

Gwendolyn read Kevin's face as clear as day. He meant it. For the time being, it seemed he was in control. As if to reinforce Kevin's claim, her stomach suddenly felt painfully empty.

"Now, you need food." Kevin stated plainly as he reached for the tray and a spare plastic fork. Holding it up, he reached with the fork and impaled one of the still squirming slugs, offering it to Gwendolyn.

She answered without ever saying a word.

Kevin merely shrugged at the refusal as he proceeded to help himself. He was actually hungry as well.

"You know, I was never one for slugs." Kevin savored the food. "But they really are the most succulent meat."

Gwendolyn knew what he was doing. The worst part was, it was working. She needed to reestablish her footing. "My family will find me."

"They will not."

"Grandpa Max knows I came here to look for you."

"If he knew you were here, Ben would have already been here, looking for you. And if you are expecting them to find you here by tracking your Plumber's badge, I left that in one of the more alien infested slums in San Francisco. Ben will find your badge, but not anyone who knows how it got there."

"He'll still find me. He's got over a hundred different aliens with tracking abilities that can chase a flea across the desert."

"None of them will find you here." Kevin answered cryptically but confidently as he swallowed another morsel.

"What do you mean?"

Kevin swallowed the second slug, and then stabbed at another with his fork. "You know, as succulent on the meat of these slugs are, I still prefer good old fashion cow to slug."

He swallowed at this and Gwendolyn fell back into her pillow. He wasn't going to give her chance to control the conversation again.

"A good steak." Kevin admired as if he was imagining its taste. "I can honestly say there is nothing like it anywhere in the galaxy."

At this, he forked another slug and offered it to Gwendolyn.

She finally rolled her eyes in surrender. She was just too hungry to turn away food. She leaned forward as much as possible and Kevin brought it the rest of the way to her mouth.

"Tell me Gwendolyn, do you like steak?" Kevin seemed pleased at the simple manners. "I always pictured you as a vegetarian, but that seemed almost too clichéd."

He was baiting her. Trying to lower her guard through seemingly harmless conversation. But everything she revealed about herself was something more that he would be able to use against her.

"Yes, I like steak." She answered simply.

At her refusal to indulge the conversation further, Kevin's smiled faded and darkened. For a long moment, their eyes met, challenging one another, daring the next to give way.

"I…I tried a vegetarian diet once." Gwendolyn yielded. She felt too tired and hungry to fight it, even knowing that that was exactly how Kevin wanted her. "But all the fighting I do, I eventually came to realize I needed something more solid in my diet to keep my energy."

Kevin nodded and smiled before grabbing another slug and serving Gwendolyn.

"I actually prefer vegetables." Kevin admitted. "Does this surprise you?"

Gwendolyn had to choke down her food a bit. "Yes, actually."

"It was the one delicacy I could never find in the Null Void." Kevin continued as he looked down at the tray in his hand, stabbing another slug. "Nothing grows there."

"So you just ate your fellow prisoners, didn't you?" Gwendolyn accused as passively as possible, watching for Kevin's reaction.

She got it as he looked up from the tray, leaning in towards her until the breath from his nostrils was upon her face. "If you locked five deer in a cage with a starving lion, who would you blame for what happens next?"

Gwendolyn stayed silent at this.

"Do you ever think of them?" Kevin continued as he gave Gwendolyn another bite.

She took a moment to lick her lips and chew before asking "Who?"

"The aliens you and Ben send to the Null Void. Do you ever see their faces, late at night?"

"Sometimes." Gwendolyn answered honestly. "But then I think about their actions. About how much safer the galaxy is without them."

"Do you convince yourself that they deserve it?" He asked, helping himself to another slug and then serving Gwendolyn again.

"I don't have to convince myself of anything." Gwendolyn would not let Kevin trap her with this line of conversation. "You may be one of the worst of the worst Kevin, but you're not the only thing that goes bump in the night."

"And anything that goes 'bump in the night' gets sent to the Null Void?" He asked, expectantly.

"Yes." Gwendolyn answered. "Anything that tries to prey on innocent people and would destroy whatever got in its way just because it can gets sent somewhere where they can't do harm."

"Ben was sent into the Null Void once."

"That was an accident. And as I recall, you and Vilgax tried to use me and Grandpa as hostages to get to Ben. Threatening an old man and his 11 year old granddaughter to get to a small child." Gwendolyn eyed Kevin at this; ready to accept whatever punishment befell her for these next words. "I have no problem sending anyone that cruel to the Null Void."

"Nor should you." Kevin eyed her, pleased. "But as you and Ben can attest, not everyone who goes there is that cruel."

Gwendolyn felt her food settle uncomfortably in her stomach. She had decided she was done with games.

"What are you going to do with me?"

Kevin looked down at the empty tray in his hand and then back up at her. Setting the tray aside he leaned forward slightly.

He was electric. There was something about him that beat her heart at a speed different than anyone she had ever known, and in a way she was not comfortable with. His eyes seemed to look right through her, yet were always delighted by what they saw. Gwendolyn made every effort not to be afraid. She knew that was what he was looking for. He was sizing her up, knowing that he had all the power in the world and she had none, just to see her true reaction. Who she was at her core.

"An incredible woman." Kevin whispered loud enough this time that Gwendolyn heard. And with that, he got up and left.


	6. Desire's Prisoner

Author's Note: Greetings everyone. Well it's been a while but I'm back. Hopefully, this chapter was worth the wait.

Incidently, this would be one of those chapters with all that mature content I was talking about. So small children should not be allowed to read this. If you are a small child and you're still reading this, then your parents are either really not paying attention to you like they should or you figured out a way around the parental controls that your folks probably spent a bunch of money on to keep you from exactly this sort of material. Just think, they could have invested that money in your college fund instead. Oh well. I did my part.

Write a review, get a response.

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Gwendolyn lay in her bed, struggling against her binds furiously. It wasn't so she could escape. It was so she could scratch her damn legs! The one thing about medbotts, they were incredibly effective at repairing damaged flesh and tissue, but they itched worse than ants all over her body.

Gwendolyn had had a lot of time to think even past the itching as she waited for Kevin to return. To think about what Kevin had said. To think about why she had been so foolish to run off after him in the first place. Her mind felt like it had been running circles around him of late.

As a child, Kevin had been little more than a deranged, psychopathic bully with super powers and very little in the way of imagination. Very little in the way of anything except brute force. Sending him to the Null Void had been a relief.

Gwendolyn had to pause at that thought. Kevin had only been 11 years old when he had been exposed to the energy of the Omnitrix. A certifiable juvenile delinquent to be sure, but still just a punk kid who had suddenly found himself trapped in the body of a demon. Gwendolyn found herself wondering just how she might react to someone like Kevin now. She was older to be sure, wiser. She could never see herself condemning someone like Devlin to that kind of harsh environment.

Only her mind wouldn't allow her to focus on Devlin. It kept coming back to Kevin. There was something about him that scared her, but not in the usual way. She had faced evil plenty of times, with plenty of different faces. She had been scared before, everyone in her line of work had been. Even Ben, no matter how much he might try to deny it.

But with Kevin, it was different. There was something about him that sat in her. Something, like almost from another life.

Her musings were interrupted as the door to her room was opened. She was neither surprised nor displeased to see Kevin enter the room. She tried not to react in any visible way to his approach as he sat down at her bedside.

He never said anything. He simply removed her bandages, patiently taking his time. Gwendolyn couldn't be sure but for an instant, she thought Kevin might be sniffing at the air around her.

'_Why not?'_ She thought to herself. _'If he's got super speed, strength and a half dozen others, why not enhanced senses too?'_

Gwendolyn didn't respond to his attentions, instead she tried focusing on her wound, which seemed all but completely healed. Barely an open mark on her flesh, she felt her cheeks fluster with warmth as Kevin's fingers danced about her abdomen, inspecting her exposed skin.

The soft feel of his hands upon her caused her heart to race. She guessed Kevin knew that as he looked up directly into her eyes. There was neither dominance nor cruelty, only a kind of daring. He knew what he was doing and the effect it was having on her and he wanted to see what she would do in response.

She said nothing. She tensed against her bindings though was unsurprised when they held.

Kevin's hands seemed to massage over her stomach for a few seconds longer before they left, leaving Gwendolyn's skin wanting for the touch. Reaching to the side of her bed where a tray with medical supplies lay, Kevin grabbed a fresh strip of bandages and proceeded to redress her wounds.

He took his time, his fingers clearly not afraid to brush against her skin whenever the opportunity arose. She still didn't object or approve in any audible tone. She merely lifted herself off the bed as far as she could so as allow him to pass the medical tape around her stomach.

He wrapped just enough around her to cover what was left of the wound. When he was done, he placed the bandages to the side.

"Do you mind if I ask you a question?" The casual, otherwise polite nature of the inquiry caught her somewhat off guard. Though she was hardly in a position to refuse, she felt the request was sincere none the less.

"What?" She didn't want to be alone right now. She didn't want him to leave.

"Why do you choose to wear your hair in such an uncomplimentary fashion?"

"I'm sorry?" Gwendolyn hadn't even given her ponytail a second thought. What should that have to do with anything?

"Your hair."

Gwendolyn shrugged. "I suppose because it works. It keeps it out of my face."

"But it is not attractive." Kevin rose up slightly and reached for behind her head, but she held back, at first. Kevin simply stopped, waiting, until finally she acceded, leaning forward so that he could undo her ponytail.

He gently lowered her hair down by her neck. She had to admit, it did feel slightly better to not have it tied back like it normally was.

He played with it slightly, holding it back out of her face while still letting it hand down, drawing her so that she was directly face to face with him.

His eyes, every time they looked into her own, it was electric. He seemed larger than life, entrancing. She could hear herself breathing and tried to bring calm to her mind as she had in her meditations, even as he retrieved a small mirror no doubt used as part of a field kit for dressing ones own wounds.

"See?" Kevin held the mirror, speaking softly. "Much better. Please remember."

He let her lean back as he placed the mirror aside before turning back to her.

"Thank you for letting me approach to dress your wounds." He spoke softly yet confidently. "I desire to see you again before you have gone."

"What is that supposed to mean?"

Kevin did not answer. He simply leaned in once more and took her lips into his own.

Gwendolyn struggled at her straps. She felt the uncontrollable desire to grab him, throw him to the ground and pounce atop him. She felt out of control. Nothing made sense to her when she kissed him.

She was so caught up in the moment that she never even noticed a green sweet smelling fume exhaled from Kevin's mouth and nose until it was too late and she was unconscious again.

Kevin looked down on the sleeping beauty before him. Up until this moment, there was no part of any action he had taken that had given him pause. Now, there was no turning back.

…

Gwendolyn let out a soft moan as she rose awake, trying to stretch out her muscles. She felt great. She had no idea how long she had been asleep but she could tell that she needed it. She forced her arms and legs out as wide as she could before her eyes suddenly shot open at the realization.

She was free! Her arms and legs, even her power-dampening helmet was gone. She summoned her charms and cape to her with a thought and was instantly redressed in her outfit of power.

Something wasn't right. She had obviously been left to help herself out. But if she had been rescued, where was her mysterious benefactor? And if she was being released, what for?

She calmed her mind and reached out with her senses into her surroundings as she had before. Still at the labs in Los Soledad, and definitely not alone.

Kevin sat at his personal computer, going over the information in front of him. He had paid good money for this intel and was beginning to believe it yet another in a series of wasteful expenses.

Then, something caught his eye. Nothing definitive, but a lead worth investigating later to be sure.

His nose alerted him to close the screen just in time as a personal portal opened, revealing his 'house guest', fully adorned in her ruins and cape, she was ready for battle.

For a long moment, the two eyed each other. He knew that she would not act first.

She was truly magnificent. Confident, proud, powerful, though in this particular instance her body language spoke of a degree of uncertainty and caution. Her long crimson hair and bright emerald eyes drew his hungry eyes and would not release them. Yes, he had long come to accept it. He desired her.

Kevin was composed yet relaxed and casual. She knew it was an act. She had seen his true nature, his fury and his composure. He was rage and serenity; power restrained by patience. For all of the angry child that he had been, lashing out at everything in his path, as an adult his every act was carefully considered. Even now she could feel him weighing her, measuring her. She was terrified and excited by him; an overwhelming combination.

"Kevin."

"Gwendolyn." He acknowledged her back.

"You let me go?"

"I did." Kevin replied.

"Why?"

Kevin's face became deadest. "You know why."

Every one of Gwendolyn's instincts warning her of danger, warning her to flee seemed to abandon her. She would not run from whatever came next.

"So what happens now?"

At this, Kevin rose up, standing before her. "My entire life, whenever I wanted something, I took it."

"What if I don't want that?"

Kevin smiled at this, a more genuine smile than Gwendolyn had ever seen from him. "Then you should leave."

Gwendolyn didn't respond. Kevin's eyes seemed a light with a fire that she recognized. A fire that seemed to reach across the room and threaten to consume her as well. Standing before Kevin, she realized that an alien armada could be outside for all she knew and she would never realize it.

Kevin took her. He never used super speed or strength. He just grabbed her by the shoulders, slammed her against the wall, and brought his lips to hers.

The kiss made her hair stand. It was animal. Gwendolyn couldn't remember the last time she had been kissed like this. Then she realized that she had never been kissed like this. Kevin had seen her at her core; he had saved her life and bested her in battle. He had taken her captive and released her without hesitation. He had conquered her and now he was claiming her. No mere kiss could compare with that.

There was a part of Gwendolyn that was repulsed by the kiss. Even as she felt her heart race at his breath, even as she began kissing him back and grasping at his hair, even as she felt herself longing for him to grab her ass and finding herself delighted when he finally obliged, there was still a part of her that knew this was wrong.

She paid it no mind.

Kevin had never really understood 'dating'. He had never understood the complicated rituals of courtship. He understood women barely better, but there were at least two things about women that experience had taught him. First, they were creatures of passion. And second, they respected power. Whether it was to submit to that power or overcome and dominate it, or a mix of both.

Kevin's lips moved down to the side of her neck. He was not merely content with her lips; he would sample every inch of her flesh. She felt his hand move underneath her shirt and toward the goose bumped flesh underneath and a question flew across her mind that she had to have answered.

"Why me?"

At first, she wasn't sure he heard her as he continued to bite and suck at her neck. Then without a word, he threw her to the floor. He leapt like a predator that had caught its prey and looked into her eyes, examining her. He saw only waiting desire that could only be unleashed by six words and, satisfied, replied.

"There could be no one else."

That was all she needed. A casual flicker of magic swept her cape off of her and she reached for Kevin's shirt and removed it.

Her hands reached for his chest. His muscles weren't body builder sized, but his abs were as hard as stones. She felt a heat overtake her as his hands reached for her shirt and tore it off. He was not going to make love to her. He was going to take her. Like a Roman general who had captured a beautiful slave girl and making her his property.

She tried to kick off her own boots as Kevin's arms felt up and down her legs. They were long and well toned. Her entire body was perfect. Developed, healthy, slender but not so thin that she was some starved model. Kevin had an appreciation for such a body, but it wasn't just her figure that excited him. For all her proper apparel and demeanor, Kevin knew there was a starving animal inside her waiting to be sated. A beast that had long ago roared into the skies of the galaxy and had yet to find a suitable mate whose roar could match her own.

As her boots came off, Kevin removed her pants next. The sight of her in her bra and panties seemed to amplify his animal lust to a new level. His lips drove straight for her chest, removing her bra and sucking at her firm breasts. Gwendolyn let a louder moan than she intended and felt herself trembling, shaking with desire. Up became down as Kevin sucked and groped at her breasts with his mouth and left hand while his right hand roamed up and down her skin, reaching for her panties and ripping them off.

That was it. There was no turning back. She wanted his pants off now! She tried to push him up enough so that she could reach for them, but he forced her back down to the ground as he continued to gorge himself on her flesh. He wasn't going to cheapen or race through this moment for the sake of immediate gratification. His lips continued to kiss and bite alternatively down her stomach while his hands continued to massage her breasts.

Finally he made his way down to her waiting pussy lips. The smell of her arousal was absolutely overwhelming for Kevin and it spurred him on as his tongue slowly began to lap at her sex. Softly at first, gently, holding her legs open as he began to work her sex.

Gwendolyn's starved pussy rewarded him for his efforts. Waves of pleasure emanated from her nethers and filled her entire being. She felt her hips buckle, and felt herself try to push Kevin in as deep as he could go. A lifetime of this would not be enough.

He homed in upon her clitoris. That tiny nerve cluster became the focal point of his efforts as those waves became doubled. Gwendolyn felt herself shake and her hands rubbed over her own breasts, massaging her nipples as she felt herself within seconds of orgasming.

Kevin came up at this. This wasn't going to end that easily. She rose up from the ground and wrapped her arms around him, kissing with a passion she hadn't felt stirred up in so long now.

"Not here." She said simply.

Her hands became alight with magical energies and the next they knew, they were in the private quarters of whatever commanding officer had once called this base home.

Gwendolyn didn't let the magic show distract her as she immediately set to work removing Kevin's pants. His cock sprung free, surprising her. She had expected some inhuman member with a mind of its own to snake out at her. It was long, but not freakishly long.

"Do you want me?" Kevin whispered even as he pinned her hands up by the headboards. His cock brushed the entrance to her pussy, stiffening as it went.

Gwendolyn nodded as she tried to grind her pussy against his hard cock with the desired result of prodding it to further arousal.

"Say it." He commanded. He would make her scream, he swore, if she but granted him this simple request.

"I want you." She whispered.

"Louder." He was every bit as crazed as she was, if not more. The feral instinct of a thousand wild beasts cried within him to take this waiting, fertile thing in front of him. But he would not allow her to be passive.

"I want you." She said for anyone else in the room to hear. "I want you now!"

Kevin dove straight into her, filling her. He was inside her. Kevin was inside her. This thought filled her mind as Kevin began to thrust in and out of her. He was big, but not so big that he hurt her as he stretched her. It was half an inch bigger than a perfect fit, exactly the way she liked it.

He drove in and out of her, the sound of their flesh slapping against each other soon filling the room, accompanied by moans of pleasure. Gwendolyn continued to massage her own nipples as Kevin's mouth came down onto hers. His hands continued to wander over every inch of her flesh, his right hand even making its way to her face, his thumb finding its way into her mouth, which she took, sucking with sensual delight.

This spured Kevin on, causing him to redouble his efforts. He could feel her pussy muscles gripping his cock as he went in and out of her. He correctly guessed he had hit her spot when he heard her let out a high pitch shriek.

At this, Gwendolyn rose up and snaked her arms around Kevin's shoulders, kissing him with all her passion as she rode him like a wild animal. The two humped while sitting until both erupted in screaming and grunting as orgasms washed over them both.

For a moment, the two rested. Gwendolyn lay back, panting, basking in her afterglow as she looked up at Kevin.

The dark, predatory glare in his eyes told her that he wasn't done with her yet.

The confident, defiant smirk adorning her face told him '_Bring it.'_

Without another word, Kevin flipped her over with an audible yelp as he prepared to take her doggy style. She didn't care about the discomfort. She didn't want to take a second to catch her breath. She couldn't remember the last time she had felt this way. Consequences be damned, she wanted to be fucked to death and she wanted it now.

Kevin had never even gone soft as he once again entered her pussy. A part of her wondered whether that was the result of his inhuman physiology or not, but a much larger part of her didn't care. The pain of being taken again so soon was drowned out by the pleasure as Kevin's cock again filled her, this time finding her spot almost from the start.

Kevin's right hand came down on her ass cheek, causing her to cry out in pain and pleasure at once. Again, and again he continued to spank her, and she cried out, instinctively wanting him to continue.

And then he upped the ante again. He continued to thrust into her from behind, spanking her with his right hand, and now with his left, he grabbed a fist full of her hair, and yanked as he continued to ride her senseless.

The second orgasm caused a truly guttural cry as her aching pussy caused the whole sensation to be that much more overwhelming. It was a few seconds as she was coming down from her orgasmic high that she heard Kevin cuming as well.

The two collapsed into the bed, panting, sweaty, and warm all over. Yet as Gwendolyn lay down, feeling the warm sheets beneath beckoning to her, she felt Kevin still kissing at her flesh.

"You're insatiable, you know that?" She asked, unsure if she had enough in her for another go.

"So are you." Kevin whispered as he continued to suck at her flesh.

She wanted to throw him off, she wanted to call it enough at this. But why start now? She had already been fucked senseless by the most dangerous monster in the galaxy, the man who had sworn to murder her own cousin. If she hadn't bothered playing it safe so far, why start now?

"I honestly don't know if I can move." Gwendolyn moaned, determined to get him riled up.

At this, Kevin rose up from the bed and disappeared in a blur of super speed.

Gwendolyn never rose at this. She knew he would be back, and sure enough, he was. Only when he returned, he was carrying two lengths of steel shackles.

Gwendolyn just laughed as she buried her head in the pillow, determined not to let Kevin see her blush. "I thought you didn't go for that stuff."

"I don't believe in forcing myself upon a helpless victim." Kevin said as he climbed atop her, taking her right hand and securing it within the first cuff before running the length around the head of the bed. "That doesn't mean I won't enjoy it if you want to fight back." He added as he cuffed her left hand.

"That kind of foreplay could get someone killed." Thoughts of rest suddenly vanished as excitement again brewed within her. Gwendolyn's loin cried out for rest and for more at the same time even as Kevin began to chain her legs with the second set of manacles.

These were just props. They did nothing to dampen her powers. Gwendolyn could undo her restraints with a thought. Instead she felt her pussy grow wet again with anticipation.

Kevin could smell it. He did no part to hide his own arousal as he looked down upon this powerful goddess, now bound and displayed for his taking, her hair hanging from her face in a powerful erotic display, her eyes glazed over with lust.

He was gentle this time. Her aroma was a mixture of sweat, desire and excitement and he took it all in as he penetrated her for the third time. Her pussy was well lubricated by this time and he allowed himself to get lost her scent and the sound of her pleasure as he continued to taste her flesh. It was a taste he would never get enough of.

Gwendolyn felt herself pull at her chains. This was different. He wasn't taking her as he had before. She was too sore for that. And he knew it. Instead, he was being careful not to break her. With his strength, he had probably been careful this whole time and she had simply never bothered to notice. As much as she was able, she leaned in and snatched at his lips, holding him in a long and passionate kiss.

He held on to the kiss as he continued to drive in and out of her. His hands reached for her breasts, sensitive and sore enough as it was, and began to massage them again. She cried out in pain, but leaned in to encourage him onward. She wanted to be used up until there was nothing left of her.

She felt another orgasm burning within her and Kevin must have somehow sensed it too as his hand came down around her throat, constricting enough for her to gasp for breath as she shot her eyes open wide at him questioningly.

"I want you to look in my eyes as you cum."

She didn't respond. Instead she tried to look away but he held her head firm. When she felt her eyes long to close at his continued fucking, he slapped one of her breasts, causing her to cry out, her eyes shot wide open.

"I said look at me."

His face made it plain. She could not disobey. Even as she felt her impending orgasm begin to shake her hips, felt her eyes fluttering shut, he forced them open by sheer will, tightening his grip on her throat and slapping her poor abused breast.

Her final orgasm eclipsed the other two combined. She screamed and thrashed in her chains and the whole time, her eyes managed to remain locked with his. The sight was so overwhelmingly erotic that Kevin came as well, shooting even more of his seed deep into her womb.

Gwendolyn collapsed, exhausted. She wanted to pass out if not for how good she was feeling. She was dizzy, she wanted more, she…


End file.
